Burnpur Cement Ltd. (BURNPUR) - Director Report

Company director report

Your Directors have pleasure in presenting the 30th Annual Report of the Companytogether with the Audited statement of Accounts for the financial year ended 31st March2016.

Financial Highlight (Stand Alone)

During the year under review performance of your company as under :

(Rs. In Lakhs)

Particulars

2015-16

2014-15

Sales (Net)

8799.23

8231.54

EBDIT

1740.23

780.83

Interest

1331.42

454.20

Depreciation

402.10

154.16

Profit before Tax

6.71

172.47

Income Tax

- Current Tax

1.30

55.60

- Deferred Tax

1276.21

-0.12

Profit after Tax

-1270.80

116.99

Balance brought forward from last year

1335.43

1218.44

Earlier Year Adjustment





Balance carried forward to Balance Sheet

64.63

1335.43

State of Companys Affairs

Due to capacity addition during the year the sales have been increased 6.90% comparedto previous year sale. The production from Patratu Plant has been started from June 2016.Profit after tax has been decreased 56.75% compared to previous year due to increase inamount of interest on loan taken from Bank.

Patratu Project

The Company has started its commercial operation from the patratu plant. Full-fledgedproduction from grinding Unit was started in the first week of June 2015 and productionfrom clinker unit was started in the last week of December 2015. Hariharpur-Lem-Bichha(Block I & II) lime stone mines have been allotted to the Company through e-auction inwhich the Company was a par cipant.

Dividend

The profit for the year is not enough to declare the dividend therefore your directorsdo not recommend any dividend for the year ended 31st March 2016.

Amount Transferred to Reserve

During the year the Company has incurred loss of Rs. 127080055.36/- after tax.

Changes in Share Capital

During the Financial Year 2015-16 the share capital of the Company has been increasedfrom Rs. 825543630/- to Rs. 861243630/- pursuant to allotment of equity shares onconversion of 3570000 warrants of Rs 10/- each under Preferential allotment.

Extract of Annual Return

The extract of Annual Return in format MGT -9 for the Financial Year 2015-16 has beenenclosed with this report.

Number of Board Meetings

During the Financial Year 2015-16 7 (Seven) meetings of the Board of Directors of thecompany were held.

Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with related parties referred to in Sec on188(1) of the Companies Act 2013 for the Financial Year 2015-16 AOC - 2 is a ached withthis report.

Explanation To Auditors Remarks

The Auditors report is self explanatory and does not contain any qualificationreservation or adverse remark.

Material Changes Affecting the Financial Position of the Company

There is no material changes during the year which affect the financial position of thecompany.

The details of Energy conservation Technology Absorption Foreign Exchange Earningsand Outgo are as mentioned in the Annexure a ached with this report.

Details of Subsidiary Joint Venture or Associates

The Company has no subsidiary and also there is no joint venture agreement with any enty during the year. The name of the associate companies has been mentioned in the balancesheet.

Risk Management Policy

The Board of your company has formulated a risk management policy in connection withthe risk that the organization faces in its day to day business such as strategicfinancial credit market liquidity security property IT legal regulatory etc. Theboard reviews the policy in regular interval and

Details of Directors and Key Managerial Personnel

During the year Mrs Rachana Agarwal has resigned from the directorship of the companyduring the year.

Mr Manoj Kumar Agarwal is a director who is re ring by rotation in the ensuing AnnualGeneral Meeting.

Details of significant & material orders passed by the regulators or courts ortribunal

There are no significant and material orders passed by any regulators or courts ortribunal against or in favour of the company during the year.

Statement in Respect of Adequacy of Internal Financial Control with Reference to theFinancial Statements

The Company has adequate internal financial control with reference to financialstatement.

Deposits

The Company has not accepted any deposits during the year.

Receipt of any commission by MD / WTD from a Company

Managing Director or Whole Time Director are not receiving any commission from theCompany.

Declaration by Independent Director

The company has received the declaration from all the Independent directors of thecompany confirming that they meet the criteria of independence as prescribed in theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Re-appointment of Independent Auditor

The reappointment of Independent Director is not required in this year.

Secretarial Audit Report

Copy of Secretarial Audit Report issued by a Practicing Company Secretary is a achedwith this report.

Corporate Social Responsibility (CSR) Policy

The company has incurred some expenditure under the head of Corporate SocialResponsibility which is mentioned in the Management Discussion & Analysis Report.

Audit Committee

There is a Audit Committee of the company which has constituted and proper compliancehas been done as per the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Details have been mentioned in the Management Discussion and AnalysisReport.

Statement Indicating the Manner in which Formal Annual Evaluation has been made by theBoard of its own Performance its Directors and that of its Committees

The company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual directors which includes criteria for performanceevaluation of executive and non-executive director.

Nomina on & Remuneration Committee Policy

There is a Nomina on and Remuneration Committee of the company which has constitutedand proper compliance has been done as per the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Detail has been mentioned in the Management Discussionand Analysis Report.

Disclosure on Establishment of a Vigil Mechanism

The vigil mechanism of the company which also incorporates a whistle blower policy interms of the Listing Agreement includes Ethics and Compliance Management comprisingsenior executives of the company. The whistle blower can inform any irregularity fraud orviola on to Chairman of the Audit committee which will be protected.

Corporate Governance

The details report on Corporate Governance is separately mentioned under the headReport on Corporate Governance after the Management Discussion & Analysis Report.

Managerial Remuneration

According to Sec on 197(12) of the Companies Act 2013 and Rule 5 of The Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 following are thedisclosures in detail :

Name of Director

Category

Ra o

 The ra o of the remuneration of each director to the median remuneration of the employee of the company for the financial year

Ashok Gutgutia

MD

9.72

Manoj Kumar Agarwal

Whole Time Director

5.55

 The percentage increase in remuneration of each director CFO CEO and Company

Ashok Gutgutia

MD

Nil

Manoj Kumar Agarwal

WTD

Nil

Secretary in the financial year

Ashish Roychowdhury

CEO

Nil

Sajjan Kumar Agarwal

CFO

17.02%

S S Panigrahi

Company Secretary

33.33%

 The percentage increase in the median remuneration of employees in the financial year

No Increase

 The number of permanent employee on the rolls of the company

162

 Average percentile increase already made in the salaries of Employees other than the managerial personnel in the last Financial year and its comparison with the percentile increase In the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

No increment of salary non managerial personnel as well as managerial personnel but there was a special increment of two managerial personnel because of their performance in the previous year was outstanding and also they were under paid.

 Remuneration paid to directors and employees as per the remuneration policy ofthe company.

The disclosure under the Sub Rule 2 of Rule 5 of The Companies (Appointment &Remuneration of Managerial Personnel) Rule 2014 is not required as no employeesremuneration is touching or crossing the limit specified in the said rule.

There is no such instances happened during the year at the work place of the company.

Fraud Reporting (Required by Companies Amendment Bill 2014)

No case of fraud has been reported to the Audit Committee or Board during the year.

Statutory Auditors

The auditors M/s. N. K. Agarwal & Co. Chartered Accountant retire at theconclusion of the ensuing Annual General Meeting and are eligible for re-appointment. There ring auditors have given their consent for reappointment. The Company has received acertificate under Rule 4(1) of the Companies (Audit & Auditors) Rule 2014 from theAuditors that their appointment if made will be in accordance with the limits asspecified in sec on 141(3)(g) of the Companies Act 2013.

The Board proposes the reappointment of M/s N. K. Agarwal & Co. as statutoryauditors of the company based on the recommendation of the Audit Committee to hold officefrom the conclusion of the ensuing Annual General Meeting un l the conclusion of the nextAnnual General Meeting.

Cost Auditors

As per the provision of Sec on 148 of the Companies Act 2013 the Companys costrecords for the year ended 31st March 2015 are being audited/reviewed by Cost Auditor M/sAS & Associates. The Cost Audit Report for the year ended 31st March 2015 was filledin accordance with Cost Audit (Report) Rule 2001 within the stipulated me. For theFinancial Year 2016-17 the Board of Directors of the Company has appointed M/s AS &Associates cost auditor to audit the cost records of the company as per therecommendation of the Audit Committee. The remuneration of the of the cost auditor shallbe ratified by the shareholders of the company in the ensuing Annual General Meeting.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report forming part of the Directors Report forthe year under review as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Annual Report.

Directors Responsibility Statement

In accordance with the provisions of Sec on 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures; b) the directors had selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of a airs of the Company as at31st March 2016 and of the profit/loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

APPRECIATION

Your Directors express their deep sense of gratitude to the Financial InstitutionsBanks Government Authorities dealers suppliers business associates and Companysvalued customers and the esteemed Shareholders for the faith they continue to repose inthe Company and look forward to their continued support in future.

The Directors also warmly thank all the employee of the Company for their contributionto companys performance and progress.

For and on behalf of the Board

Place : Kolkata

MANOJ KUMAR AGARWAL

ASHOK GUTGUTIA

Date : 13.08.2016

Director

Vice Chairman and Managing Director

ANNEXURE - A TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2016

A. CONSERVATION OF ENERGY

a. Steps Taken for Energy conservation.

Installed compact flourescent lamp (CFL) at Plant and Registered Office we have Installed HT Capacitor with all HT Motors and LT Capacitor bank with automa c regulator in LT Power system for Compensating reactive Power losses component of Power system.